REVOLVING CREDIT NOTERevolving Credit Note • November 16th, 2010 • Phoenix Footwear Group Inc • Footwear, (no rubber)
This Revolving Credit Note shall bear interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until the Stated Maturity Date, or until maturity due to acceleration or otherwise and, after maturity, until paid, at the rates per annum and upon the terms specified in the Loan Agreement. Accrued interest on the Revolving Loans (as defined in the Loan Agreement) shall be due and payable and shall be made by the Borrower to the Lender in accordance with the Loan Agreement. Interest payments on such Revolving Loans shall be computed using the interest rate then in effect pursuant to the Loan Agreement and based on the outstanding principal balance of the Revolving Loans. Upon maturity, the outstanding principal balance of the Revolving Loans shall be immediately due and jointly and severally payable, together with any remaining accrued interest thereon.
TERM LOAN NOTETerm Loan Note • November 16th, 2010 • Phoenix Footwear Group Inc • Footwear, (no rubber)
This Term Loan Note shall bear interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until the Stated Maturity Date, or until maturity due to acceleration or otherwise and, after maturity, until paid, at the rates per annum and upon the terms specified in the Loan Agreement. Accrued interest on the Term Loan (as defined in the Loan Agreement) shall be due and payable and shall be made by the Borrower to the Agent for the benefit of the Lenders in accordance with the Loan Agreement. Interest payments on such Term Loan shall be computed using the interest rate then in effect pursuant to the Loan Agreement and based on the outstanding principal balance of the Term Loan. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and jointly and severally payable, together with any remaining accrued interest thereon.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2010 • Phoenix Footwear Group Inc • Footwear, (no rubber)
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is effective as of the 17th day of September, 2010, between Phoenix Footwear Group, Inc. (the “Company”), and James R. Riedman (the “Executive”) and amends that certain Employment Agreement between the Company and Executive dated August 6, 2008 (the “Original Employment Agreement”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 16th, 2010 • Phoenix Footwear Group Inc • Footwear, (no rubber) • Illinois
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Security Agreement”) dated as of November 3, 2010, is made by PHOENIX FOOTWEAR GROUP, INC., a Delaware corporation (the “Borrower”), in favor of GIBRALTAR BUSINESS CAPITAL, LLC, a Delaware limited liability company (together with its successors and assigns, “Agent”) for the benefit of the Lenders.
PLEDGE AGREEMENTPledge Agreement • November 16th, 2010 • Phoenix Footwear Group Inc • Footwear, (no rubber) • Illinois
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of November 3, 2010, is made by PHOENIX FOOTWEAR GROUP, INC., a Delaware corporation (“Pledgor”), in favor of GIBRALTAR BUSINESS CAPITAL, LLC, a Delaware corporation (together with its successors and assigns, the “Pledgee”).
DEPOSIT ACCOUNT CONTROL AGREEMENTDeposit Account Control Agreement • November 16th, 2010 • Phoenix Footwear Group Inc • Footwear, (no rubber) • California
This DEPOSIT ACCOUNT CONTROL AGREEMENT (this “Agreement”) is made as of November 1, 2010, by PACIFIC WESTERN BANK, a California state-chartered bank, whose address is 21600 Oxnard Street, Suite 100, Woodland Hills, CA 91367, Attn: SHARON SKIBISKI, (the “Bank”), PHOENIX FOOTWEAR GROUP, INC., a Delaware Corporation, whose address is 5840 El Camino Real, Suite 106, Carlsbad, CA 92008 (with respect to its respective Blocked Deposit Account(s) (“Borrower”) and, GIBRALTAR BUSINESS CAPITAL, LLC, a Delaware Limited Liability Company, whose address is 60 Revere Drive Northbrook, IL 60062 Attn: Darren Latimer (“Lender”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 16th, 2010 • Phoenix Footwear Group Inc • Footwear, (no rubber) • Illinois
This LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of November 3, 2010, is by and among PHOENIX FOOTWEAR GROUP, INC., a Delaware corporation (“Phoenix”), PENOBSCOT SHOE COMPANY, a Maine corporation (“Penobscot”), H.S. TRASK & CO., a Montana corporation (“Trask”; Phoenix, Penobscot and Trask are individually and/or collectively referred to as the “Borrower”), GIBRALTAR BUSINESS CAPITAL, LLC, a Delaware limited liability company, as agent (the “Agent”) for the benefit of the First Lien Lenders and the Second Lien Lenders, GIBRALTAR BUSINESS CAPITAL, LLC, a Delaware limited liability company and WESTRAN INDUSTRIAL LOAN CO., LLC, a Delaware limited liability company (together with its successors and assigns, the “First Lien Lenders”), and GIBRALTAR BUSINESS CAPITAL, LLC, a Delaware limited liability company and WESTRAN INDUSTRIAL LOAN CO., LLC, a Delaware limited liability company (together with their successors and assigns, the “Second Lien Lenders”; the First Lien Lenders and
